SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly period ended June 30, 1998

Commission file number 1-13293


                                 SunSource Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                       23-2874736
-------------------------------                       -------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

       3000 One Logan Square
       Philadelphia, Pennsylvania                           19103
----------------------------------------                  ----------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:  (215) 282-1290
                                                     --------------


Securities registered pursuant to Section 12(b) of the Act:

    Title of Class                 Name of Each Exchange on Which Registered
-------------------------          -----------------------------------------
     Common Stock,                           New York Stock Exchange
par value $.01 per share


Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

  YES  X       NO
      ---         ---

On August 12, 1998 there were 7,215,667 Common Shares outstanding.








<PAGE>





                                 SUNSOURCE Inc.

                                      INDEX



PART I.  FINANCIAL INFORMATION                                           PAGE(S)

         Item 1.  Consolidated Financial Statements

                  Consolidated Balance Sheets as of June 30, 1998
                  (Unaudited) and December 31, 1997                            3

                  Consolidated Statements of Income for
                  the Three Months ended June 30, 1998 and 1997
                  (Unaudited)                                                  4

                  Consolidated Statements of Income for
                  the Six Months ended June 30, 1998 and 1997
                  (Unaudited)                                                  5

                  Consolidated Statements of Cash Flows
                  for the Three Months ended June 30, 1998 and 1997
                  (Unaudited)                                                  6

                  Consolidated Statements of Cash Flows
                  for the Six Months ended June 30, 1998 and 1997
                  (Unaudited)                                                  7

                  Consolidated Statement of Changes in Stockholders'
                  Equity for the Six Months ended June 30, 1998
                  (Unaudited)                                                  8

                  Notes to Consolidated Financial Statements
                  (Unaudited)                                               9-12

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                      13-21

PART II.          OTHER INFORMATION                                           22

SIGNATURES                                                                    23



                                      2


<PAGE>


                         SUNSOURCE INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

<TABLE>
<CAPTION>

                                                               June 30, 1998
      ASSETS                                                    (Unaudited)      December 31, 1997
                                                               -------------     -----------------
<S>                                                              <C>                  <C>
Current assets:
  Cash and cash equivalents                                      $ 14,702             $  5,638
  Accounts and notes receivable, net                               98,051               82,501
  Inventories                                                     104,926              103,369
  Deferred income taxes                                            10,298               10,791
  Other current assets                                              3,930                4,559
                                                                 --------             --------
      Total current assets                                        231,907              206,858

Property and equipment, net                                        24,223               21,939
Goodwill                                                           69,102               62,588
Other intangibles                                                     812                  784
Deferred income taxes                                               6,654                5,014
Cash surrender value of life insurance policies                    10,123                8,407
Other assets                                                        1,042                  552
                                                                 --------             --------
      Total assets                                               $343,863             $306,142
                                                                 ========             ========
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable, trade                                        $ 56,850             $ 50,125
  Notes payable                                                     1,306                2,080
  Current portion of capitalized lease obligations                    276                  156
  Dividends / Distributions payable                                   999                2,995
  Deferred tax liability                                              935                  935
  Accrued expenses:
    Salaries and wages                                              5,999                6,891
    Income and other taxes                                          4,500                4,286
    Other accrued expenses                                         18,205               18,452
                                                                 --------             --------
      Total current liabilities                                    89,070               85,920
Senior notes                                                       60,000               60,000
Bank revolving credit                                              42,000               33,000
Capitalized lease obligations                                         686                  572
Deferred compensation                                              11,451               10,451
Other liabilities                                                     704                  787
                                                                 --------             --------
      Total liabilities                                           203,911              190,730
                                                                 --------             --------

Guaranteed preferred beneficial interests in the
 Company's junior subordinated debentures                         115,727              115,903
                                                                 --------             --------

Commitments and contingencies

Stockholders' equity (deficit):
  Preferred stock, $.01 par, 1,000,000 shares
   authorized, none issued                                             --                   --
  Common stock, $.01 par, 20,000,000 shares authorized,
   7,215,667 and 6,418,936 shares issued and outstanding               72                   64
  Additional paid-in capital                                       20,816                   --
  Retained earnings                                                 6,528                1,735
  Accumulated other comprehensive income                           (3,191)              (2,290)
                                                                 ---------            --------
      Total stockholders' equity (deficit)                         24,225                 (491)
                                                                 --------             --------

     Total liabilities and stockholders' equity (deficit)        $343,863             $306,142
                                                                 ========             ========

</TABLE>


           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       3


<PAGE>

                         SUNSOURCE INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                           FOR THE THREE MONTHS ENDED,
    (dollars in thousands, except for partnership interest and share amounts)


<TABLE>
<CAPTION>


                                                                                   June 30, 1998              June 30, 1997
                                                                                   -------------              -------------

<S>                                                                                  <C>                        <C>
Net sales                                                                            $ 190,202                  $ 181,643
Cost of sales                                                                          113,536                    107,835
                                                                                     ---------                  ---------
   Gross profit                                                                         76,666                     73,808
                                                                                     ---------                  ---------

Operating expenses:
  Selling, general and administrative expenses                                          61,933                     59,966
  Management fee to general partner                                                         --                        830
  Depreciation                                                                           1,173                      1,000
  Amortization                                                                             556                        451
                                                                                     ---------                  ---------
   Total operating expenses                                                             63,662                     62,247
                                                                                     ---------                  ---------

Transaction costs                                                                           --                        275
                                                                                     ---------                  ---------

   Income from operations                                                               13,004                     11,286

Interest expense, net                                                                    1,646                      1,904
Distributions on guaranteed preferred
 beneficial interests                                                                    3,058                          -
Other income (expense), net                                                                 91                       (133)
                                                                                     ---------                  ---------
    Income before provision for income taxes                                             8,391                      9,249

Income tax provision                                                                     3,776                         56
                                                                                     ---------                  ---------

    Net income                                                                       $   4,615                  $   9,193
                                                                                     =========                  =========


Net income allocated to partners:
  General partner                                                                       N/A                     $      92
                                                                                                                ---------
  Class A limited partners                                                              N/A                     $   3,053
                                                                                                                ---------
  Class B limited partners                                                              N/A                     $   6,048
                                                                                                                ---------

Earnings per limited partnership interest:

   Net income
     - Class A interest                                                                 N/A                         $0.28
     - Class B interest                                                                 N/A                         $0.28

Net income per common share                                                             $0.64                       N/A

Weighted average number of
  outstanding common shares                                                         7,215,422                       N/A

Weighted average number of outstanding limited partnership interests:
  - Class A interests                                                                   N/A                    11,099,573
  - Class B interests                                                                   N/A                    21,675,746
</TABLE>



           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       4


<PAGE>
                         SUNSOURCE INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                            FOR THE SIX MONTHS ENDED,
    (dollars in thousands, except for partnership interest and share amounts)
<TABLE>
<CAPTION>



                                                                                   June 30, 1998              June 30, 1997
                                                                                   -------------              -------------
<S>                                                                                <C>                       <C>
Net sales                                                                            $ 362,293                  $ 350,659
Cost of sales                                                                          216,989                    209,251
                                                                                     ---------                  ---------
   Gross profit                                                                        145,304                    141,408
                                                                                     ---------                  ---------

Operating expenses:
  Selling, general and administrative expenses                                          121,365                   118,656
  Management fee to general partner                                                          --                     1,651
  Depreciation                                                                            2,282                     2,018
  Amortization                                                                            1,069                       906
                                                                                     ----------                ----------
   Total operating expenses                                                             124,716                   123,231
                                                                                     ----------                ----------

Transaction costs                                                                            --                       625
                                                                                     ----------                ----------

   Income from operations                                                                20,588                    17,552

Interest expense, net                                                                     3,334                     3,735
Distributions on guaranteed preferred
 beneficial interests                                                                     6,116                        --
Other income (expense), net                                                                 201                       (20)
                                                                                     ----------                ----------
    Income before provision for income taxes                                             11,339                    13,797

Income tax provision                                                                      5,103                        28
                                                                                     ----------                ----------

    Net income                                                                       $    6,236                 $  13,769
                                                                                     ==========                 =========


Net income allocated to partners:
  General partner                                                                       N/A                     $     138
                                                                                                                ---------
  Class A limited partners                                                              N/A                     $   6,105
                                                                                                                ---------
  Class B limited partners                                                              N/A                     $   7,526
                                                                                                                ---------

Earnings per limited partnership interest:

   Net income
     - Class A interest                                                                 N/A                         $0.55
     - Class B interest                                                                 N/A                         $0.35

Net income per common share                                                               $0.91                     N/A

Weighted average number of
  outstanding common shares                                                           6,846,904                     N/A

Weighted average number of outstanding limited partnership interests:
  - Class A interests                                                                   N/A                    11,099,573
  - Class B interests                                                                   N/A                    21,675,746
</TABLE>



           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       5


<PAGE>
                         SUNSOURCE INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                           FOR THE THREE MONTHS ENDED,
                             (dollars in thousands)

<TABLE>
<CAPTION>


                                                                                June 30, 1998                 June 30, 1997
                                                                                -------------                 -------------

<S>                                                                               <C>                             <C>
Cash flows from operating activities:
  Net income                                                                       $ 4,615                        $ 9,193
  Adjustments to reconcile net income to net cash
   provided by (used for) operating activities:
     Depreciation and amortization                                                   1,729                          1,451
     Decrease (increase) in cash value of life insurance                                41                           (457)
     Transaction costs                                                                  --                            275
     Provision for deferred compensation                                                --                            806
     Deferred income tax benefit                                                    (1,415)                          (336)
     Changes in current operating items:
        Increase in accounts and notes receivable                                   (6,398)                        (3,065)
        Decrease (increase) in inventories                                           1,073                            (71)
        Decrease in other current assets                                               435                            118
        Decrease in accounts payable                                                (1,745)                        (1,616)
        Decrease in accrued interest                                                    --                         (1,419)
        Increase in income taxes payable                                               814                             --
        Decrease in accrued restructuring charges
             and transaction costs                                                    (275)                          (849)
        (Decrease) increase in other accrued liabilities                              (556)                         3,230
     Other items, net                                                               (1,156)                           942
                                                                                   -------                        -------

    Net cash (used for) provided by operating activities                            (2,838)                         8,202
                                                                                   -------                        -------

Cash flows from investing activities:
  Proceeds from sale of property and equipment                                         192                            178
  Payments for acquired businesses                                                 (11,156)                            --
  Capital expenditures                                                              (1,199)                        (1,026)
  Investment in life insurance policies                                               (803)                            --
  Other, net                                                                          (252)                            86
                                                                                   -------                        -------

    Net cash used for investing activities                                         (13,218)                          (762)
                                                                                   -------                        -------

Cash flows from financing activities:
  Cash distributions to public investors                                              (721)                        (5,106)
  Borrowings under the bank credit agreement, net                                   11,000                          1,000
  Repayments under other credit facilities, net                                       (452)                          (307)
  Principal payments under capitalized lease obligations                              (112)                           (38)
                                                                                   -------                        -------

    Net cash provided by (used for) financing activities                             9,715                         (4,451)
                                                                                   -------                        -------

Net (decrease) increase in cash and cash equivalents                                (6,341)                         2,989

Cash and cash equivalents at beginning of period                                    21,043                          3,096
                                                                                   -------                        -------

Cash and cash equivalents at end of period                                        $ 14,702                        $ 6,085
                                                                                  ========                        =======
</TABLE>


           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       6



<PAGE>
                         SUNSOURCE INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                            FOR THE SIX MONTHS ENDED,
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                      June 30, 1998                 June 30, 1997
                                                                                      -------------                 -------------
<S>                                                                                     <C>                           <C>
Cash flows from operating activities:
  Net income                                                                            $ 6,236                       $ 13,769
  Adjustments to reconcile net income to net cash
   provided by (used for) operating activities:
     Depreciation and amortization                                                        3,351                          2,924
     Increase in cash value of life insurance                                              (813)                          (328)
     Transaction costs                                                                       --                            625
     Provision for deferred compensation                                                     --                          1,623
     Deferred income tax benefit                                                         (1,147)                          (660)
     Changes in current operating items:
        Increase in accounts and notes receivable                                       (14,366)                       (16,197)
        (Increase) decrease in inventories                                                 (359)                           946
        Decrease (increase) in other current assets                                         633                            (29)
        Increase in accounts payable                                                      5,698                          4,572
        Increase in income taxes payable                                                    331                             --
        Decrease in accrued restructuring charges
             and transaction costs                                                         (847)                        (1,568)
        Decrease in other accrued liabilities                                              (640)                           (46)
     Other items, net                                                                      (111)                           490
                                                                                        -------                       --------

    Net cash (used for) provided by operating activities                                 (2,034)                         6,121
                                                                                        -------                       --------

Cash flows from investing activities:
  Proceeds from sale of property and equipment                                              202                            430
  Payments for acquired businesses                                                      (11,156)                            --
  Capital expenditures                                                                   (2,177)                        (2,042)
  Investment in life insurance policies                                                    (903)                            --
  Other, net                                                                               (389)                            34
                                                                                        -------                       --------

    Net cash used for investing activities                                              (14,423)                        (1,578)
                                                                                        -------                       --------

Cash flows from financing activities:
  Net proceeds from issuance of common stock                                             20,824                             --
  Cash distributions to public investors                                                 (3,439)                        (8,796)
  Borrowings under the bank credit agreement, net                                         9,000                         10,000
  Repayments under other credit facilities, net                                            (774)                        (1,260)
  Principal payments under capitalized lease obligations                                    (90)                           (68)
                                                                                        -------                       --------

    Net cash provided by (used for) financing activities                                 25,521                           (124)
                                                                                        -------                       --------

Net increase in cash and cash equivalents                                                 9,064                          4,419

Cash and cash equivalents at beginning of period                                          5,638                          1,666
                                                                                        -------                       --------

Cash and cash equivalents at end of period                                              $14,702                       $  6,085
                                                                                        =======                       ========
</TABLE>


           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                        7




<PAGE>
                         SUNSOURCE INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
            EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 1998 (Unaudited)

                             (dollars in thousands)



<TABLE>
<CAPTION>


                                                                                                 Accumulated              Total
                                                             Additional                            Other              Stockholders'
                                             Common           Paid-in          Retained         Comprehensive            Equity /
                                             Stock            Capital          Earnings           Income (1)            (Deficit)
                                             ------          ----------        --------         -------------         -------------

<S>                                           <C>            <C>               <C>                <C>                    <C>
Beginning Balance - December 31, 1997         $ 64           $     --          $ 1,735            $ (2,290)              $  (491)
                                                                                                                         --------

  Net income                                                                     6,236                                     6,236

  Change in cumulative foreign
   translation adjustment                                                                             (901)                 (901)

                                                                                                                         -------
  Comprehensive income                                                                                                     5,335
                                                                                                                         -------

  Issuance of 796,408 shares of
   common stock in public offering               8             20,816                                                     20,824

  Dividends declared on common stock                                            (1,443)                                   (1,443)

                                              ----           --------          -------            ---------              --------
Ending Balance - June 30, 1998                $ 72           $ 20,816          $ 6,528            $ (3,191)              $ 24,225
                                              ====           ========          =======            ========               ========
</TABLE>


(1) Cumulative foreign translation adjustment represents the only item of other
comprehensive income.








           SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       8

<PAGE>



                         SUNSOURCE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (dollars in thousands)


1.  Basis of Presentation:

The accompanying financial statements include the consolidated accounts of
SunSource Inc. (the "Company"), its predecessor, SunSource L.P. (the
"Partnership"), and its wholly-owned subsidiaries including SDI Operating
Partners, L.P. (the "Operating Partnership") and SunSource Capital Trust (the
"Trust"). All significant intercompany balances and transactions have been
eliminated. The Company is one of the leading providers of industrial and retail
products and related value-added services in North America. The Company is
organized into three businesses which are SunSource Industrial Services Company,
Hillman and Harding.

The accompanying consolidated financial statements and related notes are
unaudited; however, in management's opinion all adjustments (consisting of
normal recurring accruals) considered necessary for the fair presentation of
financial position, income and cash flows for the periods shown have been
reflected. Results for the interim period are not necessarily indicative of
those to be expected for the full year.

Certain information in note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been condensed or omitted pursuant to Form 10-Q requirements although the
Company believes that disclosures are adequate to make the information presented
not misleading. It is suggested that these financial statements be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's report on Form 10-K for the year ended December 31,
1997.

         Public Offering

On January 22, 1998, the Company filed a registration statement on Form S-2 with
the United States Securities and Exchange Commission, which was amended
thereafter, for an offering of Common Shares of the Company (the "Offering").
The registration statement became effective on March 19, 1998 and the Offering
closed in its entirety on March 27, 1998. Of the 2,284,471 shares sold in the
Offering, 796,408 shares were issued and sold by the Company and 1,488,063
shares were sold by the selling stockholders, affiliates of Lehman Brothers Inc.
The Company received net cash proceeds of $20,824 from the 796,408 shares sold
in the Offering. The Company recorded an increase of $8 in Common Stock and
$20,816 in Additional Paid-in Capital.

         Common Shares Issued to Certain Non-Employee Directors

Under the Company's Stock Compensation Plan for Non-Employee directors, which
was approved at the annual meeting of stockholders on April 28, 1998, and filed
as an exhibit to the Form 10-Q for the quarter ended March 31, 1998, certain
non-employee directors were issued 392 Common Shares. Prospectively, under the
terms of the plan, non-employee directors will be issued Common Shares on a
quarterly basis to cover 50% of their annual retainer fee with the amount of
shares to be issued dependent upon the market price of the Common Shares and the
number of directors receiving shares.

The number of outstanding Common Shares as of June 30, 1998 was 7,215,667. The
weighted average number of Common Shares outstanding for the six months ended
June 30, 1998 was 6,846,904 including the shares sold in the Offering.

                                       9

<PAGE>



                         SUNSOURCE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (dollars in thousands)


2.  Recent Accounting Pronouncements:

Effective with financial statements issued in 1998, the Company is required to
implement Statement of Financial Accounting Standards ("SFAS") 130, "Reporting
Comprehensive Income", which requires that changes in comprehensive income be
shown in a financial statement that is displayed with the same prominence as
other financial statements. Comprehensive income includes all changes in equity
during a period except those resulting from investments by owners and
distributions to owners. Comprehensive income includes net income and other
items resulting in changes to stockholders' equity such as foreign currency
translation, minimum pension liability adjustments and unrealized gains and
losses on certain investments in debt and equity securities.

The Company's only reportable item of comprehensive income is the change in the
accumulated foreign translation adjustment. The Company now reports this item as
a separate component of the Statement of Changes in Stockholders' Equity
identified as the only additional component of Comprehensive Income.

The FASB issued SFAS No. 132 in February 1998 with adoption required in 1998.
This statement will result in additional disclosure related to the Company's
defined benefit plans. It does not effect the accounting for these plans and
will, therefore, not result in an impact to the balance sheet or income
statement.

3.  Acquisitions:

During the second quarter, the Company's Harding division acquired the assets of
four retail glass shops for net cash consideration, including transaction
expenses, of $2,522 plus the assumption of certain liabilities of $494. Harding
recorded goodwill of $2,165 related to these acquisitions.

On April 22, 1998, the Company's Hillman division acquired the assets of a
manufacturer of letters, numbers and signs for net cash consideration of $559,
plus the assumption of certain liabilities of $562. Hillman recorded goodwill of
$177 related to this acquisition.

On May 6, 1998, the Company's Hillman division acquired the assets of a retail
hardware business for net cash consideration, including transaction expenses, of
$8,075 (of which $2,138 is held in escrow pending the resolution of post-closing
adjustments) plus the assumption of certain liabilities of $193. Hillman
recorded $5,225 of goodwill related to this acquisition. The transaction was
effective as of the close of business on May 2, 1998.

4.  Common Stock Dividend:

On June 24, 1998, the Board of Directors declared a dividend of $0.10 per Common
Share which was paid on July 14, 1998 to holders of record as of July 6, 1998.
The Company expects to declare future quarterly dividends on the Common Shares
to aggregate $0.40 per Common Share annually, subject to the discretion of its
Board of Directors and dependent upon, among other things, the Company's future
earnings, financial condition, capital requirements, funds needed for
acquisitions, level of indebtedness, contractual restrictions and other factors
that the Board of Directors deems relevant.

5.  Lines of Credit and Long-Term Debt:

As of June 30, 1998, the Company had $45,868 available under its $90,000 Bank
Credit Agreement which provides revolving credit for working capital purposes
and acquisitions through September 30, 2002. The Company had $102,962 of
outstanding long-term debt and capital lease obligations at June 30, 1998,
consisting of bank borrowings of $42,000, outstanding senior notes of $60,000
and capital lease obligations of $962. The Company also had $2,132 of Letters of
Credit charged against its available borrowing on the revolving credit facility.

                                       10

<PAGE>



                         SUNSOURCE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (dollars in thousands)


5.  Lines of Credit and Long-Term Debt, continued:

The Company has another credit facility available in the amount of $500 for
letter of credit commitments only, of which no amount was outstanding as of June
30, 1998. In addition, an indirect, wholly-owned Canadian subsidiary of the
Company has a $2,500 Canadian dollar line of credit for working capital purposes
of which no amount was outstanding at June 30, 1998.


6.   Guaranteed Preferred Beneficial Interests in the Company's
     Junior Subordinated Debentures:

The Trust was organized in connection with the conversion of the Partnership to
corporate form on September 30, 1997 (the "Conversion") for the purpose of (a)
issuing its Trust Preferred Securities to the Company in consideration of the
deposit by the Company of Junior Subordinated Debentures in the Trust as trust
assets, and its Trust Common Securities to the Company in exchange for cash and
investing the proceeds thereof in an equivalent amount of Junior Subordinated
Debentures and (b) engaging in such other activities as are necessary or
incidental thereto. The Trust had no operating history prior to the issuance of
the Trust Preferred Securities. The terms of the Junior Subordinated Debentures
include those stated in the Indenture (the "Indenture") between the Company and
the indenture trustee, and those made part of the Indenture by the Trust
Indenture Act. The principal amount of the Junior Subordinated Debentures is
$108,707, consisting of $3,261 related to the Trust Common Securities and
$105,446 related to the Trust Preferred Securities; the interest rate is 11.6%;
and their maturity date is September 30, 2027, unless redeemed earlier.

The Company has guaranteed on a subordinated basis the payment of distributions
on the Trust Preferred Securities and payments on liquidation of the Trust and
redemption of Trust Preferred Securities (the "Preferred Securities Guarantee").
The sole assets of the Trust are the Junior Subordinated Debentures and the
obligations of the Company under the Declaration of Trust of the Trust, the
Indenture, the Preferred Securities Guarantee and the Junior Subordinated
Debentures in the aggregate constitute a full and unconditional guarantee by the
Company of the Trust's obligations under the Trust Preferred Securities. The
distributions on the Trust Preferred Securities aggregate $12,232 annually.

The Trust Preferred Securities will be redeemed upon maturity on September 30,
2027, or earlier redemption of the Junior Subordinated Debentures at 100% of the
liquidation amount plus accrued and unpaid distributions, provided that any
redemption due to a change in the tax status of the interest payments to the
Trust within the first five years will be at 101%. The Junior Subordinated
Debentures may be redeemed by the Company at any time after September 30, 2002.

In the event of a liquidation of the Trust, the holders of Trust Preferred
Securities would be entitled to receive a preferential distribution of $25 per
Trust Preferred Security, aggregating $105,446, plus accrued and unpaid
distributions. However, upon the occurrence of an event which changes the tax
status of interest payments to the Trust or the status of the Trust itself, the
Trust will be liquidated and, after satisfaction of creditors of the Trust, the
holders will receive Junior Subordinated Debentures.

                                       11



<PAGE>



                         SUNSOURCE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (dollars in thousands)



6.   Guaranteed Preferred Beneficial Interests in the Company's
     Junior Subordinated Debentures, continued:

The Trust Preferred Securities have equity characteristics but creditor's rights
and are therefore classified between liabilities and stockholders' deficit on
the balance sheet. On September 30, 1997, the Trust Preferred Securities were
recorded at fair value of $115,991 based on the price of the Class A interests
of $11.75 upon close of trading on the New York Stock Exchange on that date. The
excess of the fair value of the Trust Preferred Securities on September 30, 1997
over their liquidation value of $105,446, or $10,545 is amortized over the
thirty-year life of the Trust Preferred Securities.

The interest payments on the Junior Subordinated Debentures underlying the Trust
Preferred Securities, aggregating $12,232 per year, are deductible for federal
income tax purposes under current law and will remain an obligation of the
Company until the Trust Preferred Securities are redeemed or upon their maturity
in 2027.


7.   Contingencies:

On February 27, 1996, a lawsuit was filed against the Company by the buyer of
its Dorman Products division for alleged misrepresentation of certain facts by
the Company upon which the buyer allegedly based its offer to purchase Dorman.
The complaint seeks damages of approximately $21,000.

Certain other legal proceedings are pending which are either in the ordinary
course of business or incidental to the Company's business. Those legal
proceedings incidental to the business of the Company are generally not covered
by insurance or other indemnity.

In the opinion of management, the ultimate resolution of these matters will not
have a material effect on the consolidated financial position, operations or
cashflows of the Company.


8.   Subsequent Events:

Since June 30, 1998, the Company's Harding division acquired the assets of two
retail glass shops for net cash consideration of $2,771 plus the assumption of
certain liabilities.

On July 30, 1998, the Compensation Committee of the Board of Directors granted
201,495 non-qualified stock options under the 1998 Equity Compensation Plan
which was approved by stockholders at the Company's annual meeting on April 28,
1998. The options include 111,495 granted to key employees of the Company's
business units and 90,000 granted to senior executives who were previously
eligible for awards under the Company's cash basis deferred compensation plans
which have been suspended.

On August 6, 1998, the Company's Board of Directors authorized $15,000 for
management to repurchase up to 10% of the Company's outstanding common stock
through open market transactions and private block trades, dependent upon market
conditions. The shares repurchased are expected to be held in treasury.


                                       12






<PAGE>



           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------


The following discussion provides information which management believes is
relevant to an assessment and understanding of the Company's operations and
financial condition. This discussion should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere herein.


General

SunSource Inc. (the "Company") is one of the leading providers of industrial and
retail products and related value-added services in North America. The Company
is organized into three businesses which are SunSource Industrial Services
Company, Hillman and Harding.

SunSource Industrial Services Company is comprised of SunSource Technology
Services ("STS") and SunSource Inventory Management Company ("SIMCO"). STS
offers a full range of technology-based products and services to small, medium
and large manufacturers. SIMCO provides small parts inventory management to low
volume customers through its expediter activity and integrated inventory
management to large industrial manufacturing customers through its integrated
supply activity.

Hillman operates in the Hardware Merchandising Services Segment, providing small
hardware and related items and merchandising services, to retail outlets,
primarily hardware stores, home centers and lumberyards.

Harding operates in the Glass Merchandising Segment, selling retail and
wholesale automotive and flat glass and providing auto glass installation and
small contract glazing services to individual consumers, insurance companies,
autobody shops, and other customers through a large network of retail glass
shops.


Public Offering

On January 22, 1998, the Company filed a registration statement on Form S-2 with
the United States Securities and Exchange Commission, which was amended
thereafter, for an offering of Common Shares of the Company (the "Offering").
The registration statement became effective on March 19, 1998 and the Offering
closed in its entirety by March 27, 1998. Of the 2,284,471 shares sold in the
Offering, 796,408 shares were issued and sold by the Company and 1,488,063
shares were sold by the selling stockholders, affiliates of Lehman Brothers,
Inc.

The Company did not receive any of the proceeds from the shares sold by the
selling stockholders. The Company used the net proceeds raised (of $20.9
million) from the 796,408 shares sold in the Offering to repay borrowings under
its revolving credit facility.


                                       13






<PAGE>



Acquisitions

The Company recently resumed its strategy to acquire retail glass shops for
integration with Harding. From August 31, 1997, through December 31, 1997,
Harding acquired the assets of three retail glass shops for net cash
consideration of $0.8 million, plus the assumption of certain liabilities. Sales
from the acquired shops aggregated $0.8 million for the six months ended June
30, 1998.

During the second quarter, Harding acquired the assets of four retail glass
shops for net cash consideration, including transaction expenses, of
approximately $2.5 million plus the assumption of certain liabilities of $0.5
million. Sales from these acquisitions were approximately $4.5 million for the
twelve-month period prior to acquisition. These acquisitions expand Harding's
business into the Albuquerque, New Mexico, Dallas, Texas, and Phoenix, Arizona,
markets.

In the month of July 1998, Harding acquired the assets of two retail glass shops
for a net cash consideration of $2.8 million plus the assumption of certain
liabilities. Sales from these acquisitions were approximately $3.3 million for
the twelve-month period prior to acquisition. These acquisitions further expand
Harding's business in the Arizona and Texas markets.

On April 22, 1998, Hillman acquired the assets of a manufacturer of letters,
numbers and signs for net cash consideration of approximately $0.6 million plus
the assumption of certain liabilities of $0.6 million. This acquisition had
sales of approximately $1.0 million for the twelve-month period prior to
acquisition and had sales of $0.2 million from April 22 through June 30, 1998.

On May 6, 1998, Hillman acquired the assets of the franchise and independent
hardware segment of Axxess Technologies, Inc., including its PMI division, a
distributor of keys, letters, numbers and signs and other products to retail
hardware stores throughout the United States, for net cash consideration,
including transaction expenses of $8.1 million (of which $2.1 million is held in
escrow pending the resolution of post-closing adjustments) plus the assumption
of certain liabilities of $0.2 million. Sales from the acquired operations were
approximately $17.0 million in 1997 and were $2.0 million from May 6, 1998 to
June 30, 1998. Hillman will integrate the sales force and operations of the
acquired business with its existing operations.


                                       14



<PAGE>
Results of Operations

Segment Sales and Profitability for the Three and Six Months Ended
June 30, 1998 and 1997


<TABLE>
<CAPTION>

                                                                   (dollars in thousands)

                                                                  FOR THE THREE MONTHS ENDED,
                                                      ------------------------------------------------------
                                                            June 30, 1998                  June 30, 1997
                                                            -------------                  -------------
                                                                          % OF                         % OF
Sales                                                   AMOUNT            TOTAL         AMOUNT         TOTAL
-----                                                   ------            -----         ------         -----
<S>                                                    <C>               <C>        <C>               <C>
SunSource Industrial Services
  STS                                                  $ 87,146           45.8%      $ 83,600          46.0%
  SIMCO - Expediter                                      31,902           16.8%        32,297          17.8%
  SIMCO - Integrated Supply (1)                          12,851            6.8%        12,944           7.1%
                                                       --------          ------      --------         -----
        Industrial Services                             131,899           69.3%       128,841          70.9%
Hillman (2)                                              34,378           18.1%        29,720          16.4%
Harding (3)                                              23,925           12.6%        23,082          12.7%
                                                       --------          ------      --------         -----
    Consolidated Net Sales                             $190,202          100.0%      $181,643         100.0%
                                                       ========          =====       ========         =====



                                                                          % OF                         % OF
Gross Profit                                                              SALES                        SALES
                                                                          -----                        -----
SunSource Industrial Services
  STS                                                  $ 22,385           25.7%      $ 22,045          26.4%
  SIMCO - Expediter                                      22,699           71.2%        23,176          71.8%
  SIMCO - Integrated Supply                               3,328           25.9%         3,349          25.9%
                                                       --------                      --------
        Industrial Services                              48,412           36.7%        48,570          37.7%
Hillman                                                  18,361           53.4%        15,888          53.5%
Harding                                                   9,893           41.4%         9,350          40.5%
                                                       --------                      --------
    Consolidated Gross Profit                          $ 76,666           40.3%      $ 73,808          40.6%
                                                       ========                      ========



EBITA (4)
SunSource Industrial Services
  STS                                                  $  3,944            4.5%       $ 4,508           5.4%
  SIMCO - Expediter                                       5,474           17.2%         5,105          15.8%
  SIMCO - Integrated Supply                                 590            4.6%           746           5.8%
                                                       --------                      --------
        Industrial Services                              10,008            7.6%        10,359           8.0%
Hillman                                                   3,687           10.7%         3,432          11.5%
Harding                                                   1,520            6.4%           979           4.2%
                                                       --------                      --------
    Total operations before
      corporate expenses                                 15,215            8.0%        14,770           8.1%
Corporate expenses                                       (1,655)          (0.9%)       (1,928)         (1.1%)
                                                       --------                      --------

        Consolidated EBITA                             $ 13,560            7.1%      $ 12,842           7.1%
                                                       ========                      ========

</TABLE>


<PAGE>


[TABLE RESTUBBED FROM PREVIOUS]

<TABLE>
<CAPTION>
                                                                        (dollars in thousands)

                                                                       FOR THE SIX MONTHS ENDED,
                                                         -----------------------------------------------------
                                                              June 30, 1998                 June 30, 1997
                                                              -------------                 -------------
                                                                            % OF                         % OF
Sales                                                       AMOUNT          TOTAL         AMOUNT         TOTAL
-----                                                       ------          -----         ------         -----
<S>                                                      <C>               <C>         <C>               <C>
SunSource Industrial Services
  STS                                                    $169,111           46.7%      $162,557          46.4%
  SIMCO - Expediter                                        63,233           17.5%        64,012          18.3%
  SIMCO - Integrated Supply (1)                            25,052            6.9%        26,995           7.7%
                                                         --------          -----       --------         -----
        Industrial Services                               257,396           71.0%       253,564          72.3%
Hillman (2)                                                60,475           16.7%        54,057          15.4%
Harding (3)                                                44,422           12.3%        43,038          12.3%
                                                         --------          -----       --------         -----
    Consolidated Net Sales                               $362,293          100.0%      $350,659         100.0%
                                                         ========          =====       ========         =====



                                                                            % OF                         % OF
Gross Profit                                                                SALES                        SALES
                                                                            -----                        -----
SunSource Industrial Services
  STS                                                    $ 43,159           25.5%      $ 42,390          26.1%
  SIMCO - Expediter                                        45,139           71.4%        45,947          71.8%
  SIMCO - Integrated Supply                                 6,443           25.7%         6,871          25.5%
                                                         --------                      --------
        Industrial Services                                94,741           36.8%        95,208          37.5%
Hillman                                                    32,586           53.9%        28,705          53.1%
Harding                                                    17,977           40.5%        17,495          40.7%
                                                         --------                      --------
    Consolidated Gross Profit                            $145,304           40.1%      $141,408          40.3%
                                                         ========                      ========



EBITA (4)
SunSource Industrial Services
  STS                                                     $ 6,519            3.9%       $ 7,520           4.6%
  SIMCO - Expediter                                        10,463           16.5%        10,267          16.0%
  SIMCO - Integrated Supply                                 1,136            4.5%         1,600           5.9%
                                                         --------                      --------
        Industrial Services                                18,118            7.0%        19,387           7.6%
Hillman                                                     5,863            9.7%         4,693           8.7%
Harding                                                     1,548            3.5%           788           1.8%
                                                         --------                      --------
    Total operations before
      corporate expenses                                   25,529            7.0%        24,868           7.1%
Corporate expenses                                         (3,872)          (1.1%)       (4,134)         (1.2%)
                                                         --------                      --------

        Consolidated EBITA                               $ 21,657            6.0%      $ 20,734           5.9%
                                                         ========                      ========

</TABLE>


(1) Includes sales of $942 and $4,379 for the three and six months ended June
30, 1997, respectively related to Integrated Supply contracts cancelled in 1997.

(2)  Includes sales from acquired businesses of $2,244 for three and six months
ended June 30, 1998.

(3) Includes sales from acquired businesses of $637 for three and six months
ended June 30, 1998. Also includes sales from branches closed in 1998 of $0 and
$541 for the three and six months ended June 30, 1998, respectively, and $569
and $1,031 for the three and six months ended June 30, 1997, respectively.

(4) "EBITA" (earnings before interest, taxes, and amortization) is defined as
income from operations before amortization, excluding $830 and $1,651 of
management fees and $275 and $625 of transaction costs related to the Company's
conversion from partnership to corporate form (the "Conversion"), for the three
and six month periods of 1997, respectively. EBITA is not a measure of financial
performance under Generally Accepted Accounting Principals (GAAP).

                                       15

<PAGE>



         Three months ended June 30, 1998 and 1997

Net sales increased $8.6 million or 4.7% in the three months ended June 30, 1998
to $190.2 million from $181.6 million in 1997. Sales variances by business
segment are as follows:
                                             Sales Increase (Decrease)
                                           ---------------------------
                                                Amount
                                           (In thousands)         %
                                           --------------       ------
SunSource Industrial Services Company
     STS                                     $  3,546            4.2 %
     SIMCO - Expediter                           (395)          (1.2)%
     SIMCO - Integrated Supply                    (93)           (.7)%
                                              -------
        Industrial Services                     3,058            2.4 %
Hillman                                         4,658           15.7 %
Harding                                           843            3.7 %
                                              -------
        Total Company                         $ 8,559            4.7 %
                                              =======

STS sales increased $3.5 million or 4.2% in the second quarter of 1998 to $87.1
million from $83.6 million due primarily to strong sales growth in mobile
technology and the service and repair business. The decrease in Expediter sales
of $0.4 million is due primarily to competitive pricing pressures as well as
deterioration in the Canadian dollar. The decrease in Integrated Supply sales of
$0.1 million includes a decrease of $0.9 million due to contracts which were
cancelled in 1997. Excluding these sales, Integrated Supply sales increased 7.1%
in the second quarter of 1998 over the same prior-year quarter.

Hillman's sales increased $4.7 million or 15.7% in 1998 to $34.4 million from
$29.7 million in 1997 due to market penetration of new product lines in the
amount of $1.4 million, sales from newly acquired businesses of $2.2 million,
and the balance of $1.1 million in growth from new accounts and expansion of
existing product lines.

Harding's sales increased $0.8 million or 3.7% in 1998 to $23.9 million from
$23.1 million in 1997 due primarily to an increase in retail sales of $0.6
million, contract sales of $0.6 million and sales from businesses acquired since
the fourth quarter of 1997 of $1.0 million. In addition, the discontinuation of
certain low margin product lines and markets served resulted in reduced sales of
$1.4 million. In recent years, Harding has discontinued certain low-margin
product lines and has withdrawn from non-strategic markets. Growth in Harding's
retail glass shops is expected to continue as a result of internal sales
programs and the recent acquisitions.

The Company's sales backlog on a consolidated basis was $77.3 million as of June
30, 1998, compared with $68.3 million at December 31, 1997 and $57.0 million at
June 30, 1997, an increase of 13.2% and 35.6%, respectively.

Total Company cost of sales increased $5.7 million or 5.3% in 1998 to $113.5
million from $107.8 million in 1997 due primarily to increased sales levels in
the comparison period.

The Company's consolidated gross margin was 40.3% in the second quarter of 1998
compared with 40.6% in the second quarter of 1997. SunSource Industrial Services
Company's gross margin was 36.7% in 1998 compared with 37.7% in 1997, a decrease
of 1.0%. STS's gross margin decreased 0.7% in 1998 due mainly to unabsorbed
labor costs in its service and repair business. The SIMCO Expediter activity's
gross margin declined 0.6% in 1998 due mainly to competitive pricing pressures
and higher freight costs.


                                       16

<PAGE>



SIMCO-Integrated Supply and Hillman's gross margins remained consistent in the
comparison period. Harding's gross margin increased 0.8% due to an increase in
sales volume in the retail auto business and improved inventory management,
offset by increased contract sales at lower gross margins than the overall
retail business.

The Company's selling, general and administrative ("S,G&A") expenses increased
by $1.9 million or 3.3% to $61.9 million in the second quarter of 1998 from
$60.0 million in 1997. Selling expenses increased $1.5 million supporting
increased 1998 sales levels Company-wide and increased marketing efforts at STS
and Hillman. Warehouse and delivery expenses increased marginally by $0.2
million. The increase in general and administrative expenses of $0.2 million is
net of expense reductions of $0.8 million associated with the replacement of
cash basis deferred compensation awards with stock options.

S,G,&A expenses as a percentage of sales were as follows:

                                                 Three Months Ended
                                                       June 30,
                                                 ------------------
                                                 1998          1997
                                                 ----          ----
Selling Expenses                                 16.8%         16.7%
Warehouse and Delivery Expenses                   5.9%          6.0%
General and Administrative Expenses               9.9%         10.3%
                                                 ----          ----
         Total S,G&A Expenses                    32.6%         33.0%
                                                 ====          ====

EBITA was $13.6 million for the three months ended June 30, 1998, compared with
$12.8 million for the same prior-year quarter excluding a $0.3 million charge
for transaction and other costs associated with the Conversion from partnership
to corporate form and non-recurring management fees of $0.8 million.

The Company's consolidated operating profit margin ("EBITA, as a percentage of
sales") after corporate expenses remained constant at 7.1% in the second quarter
of 1998 compared with the second quarter of 1997. SunSource Industrial Services
Company's operating profit margin declined to 7.6% in 1998 from 8.0% in 1997,
primarily reflecting slow second quarter 1998 sales growth as well as increased
selling expenses. Hillman's operating profit margin declined in 1998 to 10.7%
from 11.5% in 1997 due to increased selling expenses as previously discussed.
Harding's operating profit margin improved in 1998 to 6.4% from 4.2% in 1997 due
to improved sales resulting from investments in acquisitions and marketing
efforts over the last twelve months, as well as better operating expense
control.

Under partnership form, the management fee due the general partner amounted to
$3.3 million annually, of which $0.8 million was expensed in the 1997 period. As
a result of the Conversion, the management fee is retained by a wholly-owned
subsidiary of the Company and is eliminated in consolidation.

The Company pays interest to the Trust on the Junior Subordinated Debentures
underlying the Trust Preferred Securities in the amount of 11.6% per annum on
their face amount of $105.4 million, or $12.2 million. The Trust distributes an
equivalent amount to the holders of the Trust Preferred Securities. For the
three months ended June 30, 1998, the interest paid by the Company and the
distributions made by the Trust amounted to $3.1 million.


                                       17





<PAGE>




         Six months ended June 30, 1998 and 1997

Net sales increased $11.6 million or 3.3% in the first six months of 1998 to
$362.3 million from $350.7 million in 1997. Sales variances by business segment
are as follows:

                                              Sales Increase (Decrease)
                                              -------------------------
                                                  Amount
                                              (In thousands)         %
                                              --------------       -----
SunSource Industrial Services Company
     STS                                        $  6,554            4.0 %
     SIMCO - Expediter                              (779)          (1.2)%
     SIMCO - Integrated Supply                    (1,943)           (7.2)%
                                                --------
        Industrial Services                        3,832             1.5 %
Hillman                                            6,418            11.9 %
Harding                                            1,384             3.2 %
                                                --------
        Total Company                           $ 11,634             3.3 %
                                                ========

STS sales increased $6.6 million or 4.0% in the first half of 1998 to $169.1
million from $162.5 million in 1997 due mainly to strong sales growth in mobile
technology and the service and repair business. The decrease in Expediter sales
of $0.8 million is due primarily to competitive pricing pressures as well as
deterioration in the Canadian dollar. The decrease in Integrated Supply sales of
$1.9 million includes a decrease of $4.4 million due to contracts which were
cancelled in 1997. Excluding these sales, Integrated Supply sales increased
10.8% in the first half of 1998 over the same prior-year period.

Hillman's sales increased $6.4 million or 11.9% in 1998 to $60.5 million from
$54.1 million in 1997 due to market penetration of new product lines in the
amount of $2.4 million, sales from newly acquired businesses of $2.2 million,
and the balance of $1.8 million in growth from new accounts and expansion of
existing product lines.

Harding's sales increased $1.4 million or 3.2% in 1998 to $44.4 million from
$43.0 million in 1997 due primarily to an increase in retail sales of $0.7
million, contract sales of $1.2 million and sales from businesses acquired since
the fourth quarter of 1997 of $1.5 million. In addition, the discontinuation of
certain low margin product lines and markets served, as previously explained,
resulted in reduced sales of $2.0 million.

Total Company cost of sales increased $7.7 million or 3.7% in 1998 to $217.0
million from $209.3 million in 1997 due primarily to increased sales levels in
the comparison period.

The Company's consolidated gross margin was 40.1% in the first half of 1998
compared with 40.3% in the first half of 1997. SunSource Industrial Services
Company's gross margin was 36.8% in 1998 compared with 37.5% in 1997, a decrease
of 0.7%. STS's gross margin decreased 0.6% in 1998 due mainly to unabsorbed
labor costs in its service and repair business. The SIMCO Expediter activity's
gross margin declined 0.4% in 1998 due mainly to competitive pricing pressures
and higher freight costs. The SIMCO Integrated Supply activity's gross margin
increased 0.3% in 1998 due to the addition of product lines offset slightly by
changes in sales mix as a result of new in-plant inventory management programs.


                                       18





<PAGE>


Hillman's gross margin increased 0.8% due primarily to improved purchasing
management and better control of obsolete and slow-moving inventories. Harding's
gross margin decreased 0.2% due to an increase in contract sales at lower gross
margins than the overall retail business.

The Company's S,G&A expenses increased by $2.7 million or 2.3% to $121.4 million
in the first half of 1998 from $118.7 million in 1997. Selling expenses
increased $1.9 million supporting increased 1998 sales levels Company-wide and
increased marketing efforts at Hillman and Harding. Warehouse and delivery
expenses increased marginally by $0.1 million. The increase in general and
administrative expenses of $0.7 million in the comparison period is net of
expense reductions of $1.6 million associated with the replacement of cash basis
deferred compensation awards with stock options.

S,G,&A expenses as a percentage of sales decreased slightly as follows:

                                                  Six Months Ended
                                                       June 30,
                                                  ----------------
                                                  1998        1997
                                                  ----        ----
Selling Expenses                                  17.1%      17.1%
Warehouse and Delivery Expenses                    5.9%       6.0%
General and Administrative Expenses               10.5%      10.7%
                                                  ----       ----
         Total S,G&A Expenses                     33.5%      33.8%
                                                  ====       ====

EBITA was $21.7 million for the six months ended June 30, 1998, compared with
$20.7 million for the same prior-year period excluding a $0.6 million charge for
transaction and other costs associated with the Conversion from partnership to
corporate form and non-recurring management fees of $1.7 million.

The Company's consolidated operating profit margin after corporate expenses was
up slightly at 6.0% in the first half of 1998 compared with the first half of
1997. SunSource Industrial Services Company's operating profit margin declined
to 7.0% in 1998 from 7.6% in 1997, primarily reflecting slow 1998 sales growth.
Hillman improved its operating profit margin significantly in 1998 to 9.7% from
8.7% in 1997 due to increased sales and gross profit margin improvement from
better purchasing management in 1998 as previously discussed. Harding's
operating profit margin improved in 1998 to 3.5% from 1.8% in 1997 due to
improved sales resulting from significant investments in sales and marketing
efforts over the last twelve months and better operating expense control, offset
by a decline in gross profit margin due to sales mix as previously discussed.

Under partnership form, the management fee due the general partner amounted to
$3.3 million annually, of which $1.7 million was expensed in the 1997 period. As
a result of the Conversion, the management fee is retained by a wholly-owned
subsidiary of the Company and is eliminated in consolidation.

The Company pays interest to the Trust on the Junior Subordinated Debentures
underlying the Trust Preferred Securities in the amount of 11.6% per annum on
their face amount of $105.4 million, or $12.2 million. The Trust distributes an
equivalent amount to the holders of the Trust Preferred Securities. For the six
months ended June 30, 1998, the interest paid by the Company and the
distributions made by the Trust amounted to $6.1 million.


                                       19



<PAGE>




The Company is subject to federal, state and local income taxes on its domestic
operations and foreign income taxes on its Canadian and Mexican operations as
accounted for in accordance with Statement of Financial Accounting Standard
("SFAS") 109, "Accounting for Income Taxes". The Company's combined effective
tax rate was 45.0% for the six months ended June 30, 1998. Deferred income taxes
represent differences between the financial statement and tax bases of assets
and liabilities as classified on the Company's balance sheet.

Liquidity and Capital Resources

Net cash used for operations was $2.0 million for the six months ended June 30,
1998, compared with net cash provided by operations of $6.1 million for 1997, a
decrease of $8.1 million. This decrease was due primarily to decreased net
income of $7.5 million and a decrease in non-cash charges of $3.4, offset by
reduced working capital investment in operations in the comparison period of
approximately $2.8 million. The Company's net interest coverage ratio on a pro
forma basis for the six months ended June 30, 1998 improved to 2.29x (earnings
before interest, distributions on Trust Preferred Securities and income taxes
over net interest expense and distributions on Trust Preferred Securities), from
2.09x in the comparable 1997 period.

The Company's cash position of $14.7 million as of June 30, 1998, increased $9.1
million from the balance at December 31, 1997. Cash was provided during this
period primarily from net borrowings on the bank revolver ($9.0 million) and net
proceeds from the Offering ($20.8 million). Cash was used during this period
predominantly for operations ($2.0 million), acquisitions ($11.2 million), cash
distributions to the public investors ($3.4 million), capital expenditures ($2.2
million), net repayments on other credit facilities ($0.8 million), investment
in life insurance ($0.9 million) and other items, net ($0.2 million).

The Company's working capital position of $142.8 million at June 30, 1998,
represents an increase of $21.9 million from the December 31, 1997 level of
$120.9 million, primarily due to the proceeds from the Offering. The Company's
current ratio improved to 2.60x at June 30, 1998 from 2.41x at December 31,
1997, principally due to an increase in cash and accounts receivable.

As of June 30, 1998, the Company had $45.9 million available under its credit
facilities. The Company had $103.0 million of outstanding long-term debt at June
30, 1998, consisting of the $60.0 million Senior Note at 7.66%, bank borrowings
totaling $42.0 million at an effective interest rate of 6.87%, and capitalized
lease obligations of $1.0 million at various interest rates. On July 13, 1998,
the Company utilized its excess cash to repay a $17.0 million one-month LIBOR
loan on its bank revolver. An indirect, wholly-owned Canadian subsidiary of the
Company had a $2.5 million Canadian dollar line of credit for working capital
purposes, of which no amount was outstanding at June 30, 1998.

As of June 30, 1998, the Company's total debt (including dividends/distributions
payable) as a percentage of its consolidated capitalization (total debt, Trust
Preferred Securities and stockholders' equity) was 42.6% compared with 45.6% as
of December 31, 1997. The Company's consolidated capitalization (including
distributions payable) as of June 30, 1998, was $243.2 million compared to
$212.1 million at December 31, 1997.

The Company anticipates spending $4.1 million for capital expenditures in 1998,
primarily for warehouse improvements, machinery and equipment and computer
hardware and software.


                                       20

<PAGE>





The Company paid $2.1 million on February 27, 1998, for remaining tax
distributions due to Class B interest holders of the predecessor partnership,
related to taxable income for the nine months ended September 30, 1997.

On March 25, 1998, the Board of Directors declared a dividend of $0.10 per
Common Share which was paid on April 10, 1998 to holders of record as of April
6, 1998. On June 24, 1998, the Board of Directors declared a dividend of $0.10
per Common Share which was paid on July 14, 1998, to holders of record as of
July 6, 1998. The Company expects to declare future quarterly dividends on the
Common Shares to aggregate $0.40 per Common Share annually, subject to the
discretion of its Board of Directors and dependent upon, among other things, the
Company's future earnings, financial condition, capital requirements, funds
needed for acquisitions, level of indebtedness, contractual restrictions and
other factors that the Board of Directors deems relevant.

The Company has deferred tax assets aggregating $17.0 million as of June 30,
1998, as determined in accordance with SFAS 109. Management believes that the
Company's deferred tax assets will be realized through the reversal of existing
temporary differences between the financial statement and tax bases, as well as
through future taxable income.


Subsequent Events

On July 30, 1998, the Compensation Committee of the Board of Directors granted
201,495 non-qualified stock options under the 1998 Equity Compensation Plan
which was approved by stockholders at the Company's annual meeting on April 28,
1998. The options include 111,495 granted to key employees of the Company's
business units and 90,000 granted to senior executives who were previously
eligible for awards under the Company's cash basis deferred compensation plans
which have been suspended.

The 111,495 stock options granted to the key employees at market do not result
in a current charge to earnings. The total 201,495 options issued, however, will
be included in the calculation of diluted earnings per share from the date of
grant forward. Had these options been granted on January 1, 1998, the Company
would have reported diluted earnings of $0.62 per common share for the three
months ended June 30, 1998 compared to pro forma diluted earnings of $0.56
per common share for the three months ended June 30, 1997. For the six months
ended June 30, 1998, the Company would have reported actual diluted earnings of
$0.88 per common share and pro forma diluted earnings of $0.87 per common share
compared to pro forma diluted earnings of $0.77 per common shares for the six
months ended June 30, 1997.

On August 6, 1998, the Company's Board of Directors authorized $15.0 million for
management to repurchase up to 10% of the Company's outstanding common stock
through open market transactions and private block trades, dependent upon market
conditions. The shares repurchased are expected to be held in treasury.


                                       21






<PAGE>





                                     PART II


                                OTHER INFORMATION





Item 1  -  Legal Proceedings

On May 21, 1998, the Delaware Chancery Court approved the settlement of the
class action brought by two holders of B Interests in the Partnership which was
reported in Form 10-Q of the Company for the quarterly period ended September
30, 1997.



Item 5  -  Other Information

Management

A committee of the Board of Directors has been formed to identify a new Chief
Executive Officer for SunSource. The Company has been preparing for this orderly
transition in leadership for a number of years. The current C.E.O., Donald T.
Marshall, will remain Chairman of the Board and has no plans to significantly
reduce his share holding.




Items 2, 3, 4 and 6  -  None








                                       22









<PAGE>






                                   SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                 SUNSOURCE INC.


















/s/ Joseph M. Corvino                                /s/ John J. Dabrowski
--------------------------                           ---------------------------
Joseph M. Corvino                                    John J. Dabrowski
Vice President - Finance                             Controller
(Chief Financial Officer)                            (Chief Accounting Officer)





DATE:  August 14, 1998